Bank Of Shanghai Co.Ltd(601229) 2021 work report of independent directors
In 2021, all independent directors of the company performed their duties honestly and diligently in accordance with the guiding opinions on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission, the corporate governance standards of banking and insurance institutions issued by China Banking and Insurance Regulatory Commission and the duty performance evaluation measures for directors and supervisors of banking and insurance institutions (for Trial Implementation), and in accordance with the duties and rights conferred by the Bank Of Shanghai Co.Ltd(601229) articles of Association (hereinafter referred to as the articles of association), Effectively safeguard the overall interests of the company and the legitimate rights and interests of shareholders, especially minority shareholders and other stakeholders. The performance of duties in 2021 is as follows:
1、 Basic personal information of independent directors
By the end of 2021, the company has 6 independent directors, namely Mr. Li Zhengqiang, Mr. Yang Dehong, Mr. Sun Zheng, Mr. Xiao Wei, Mr. Xue Yunkui and Mr. Gong Fangxiong, who are experts in economics, finance, law and accounting respectively, and have the professional knowledge, work experience, basic quality and good professional ethics necessary for performing their duties. The qualifications, number and proportion of independent directors of the company comply with the relevant provisions of the regulatory authority. In addition to receiving the allowance of independent directors approved by the general meeting of shareholders, each independent director does not have any business or financial interests in the company and its subsidiaries, nor does he hold any management position of the company, and there is no situation affecting his independence. In the process of performing their duties, independent directors can actively keep the company’s secrets, pay attention to matters that may damage the interests of the company, and report their own and part-time jobs, related relationships and changes. The resumes of the six independent directors are as follows:
Li Zhengqiang: male, born in April 1964, graduated from Guanghua School of management, Peking University, majoring in national economics, doctor of economics and senior economist. He is now Bank Of Shanghai Co.Ltd(601229) independent director, researcher of the school of international economics and trade of the University of international business and economics, independent director of Everbright Yongming Asset Management Co., Ltd., and external director of Liaoning Grain Development Group Co., Ltd. He once served as deputy director and director of institutional supervision department of CSRC, deputy director and director of fund supervision department of CSRC, China Galaxy Securities Co.Ltd(601881) party secretary, deputy general manager of China Financial Futures Exchange, general manager, party secretary and chairman of Dalian Commodity Exchange.
Yang Dehong: male, born in October 1966, graduated from Fudan University with a Bachelor of economics and a master of business administration from China Europe International Business School. Now he is Bank Of Shanghai Co.Ltd(601229) independent director, chairman and general manager of Shanghai Daohe long term Investment Management Co., Ltd. He used to be the general manager of the investment banking department of Shanghai International Trust and Investment Corporation, the general manager of Shanghai Shangtou International Investment Consulting Co., Ltd., the general manager of Shanghai International Group Asset Management Co., Ltd., the director of the office, board office and information center of Shanghai International Group Co., Ltd., the deputy general manager of Shanghai International Trust and Investment Co., Ltd., the assistant general manager of Shanghai International Group Co., Ltd. and the deputy general manager of Shanghai International Group Co., Ltd, General manager of Shanghai Aijian Co., Ltd., Guotai Junan Securities Co.Ltd(601211) president and Guotai Junan Securities Co.Ltd(601211) chairman.
Sun Zheng: male, born in December 1957, graduated from Shanghai University of Finance and economics, majoring in accounting, doctor of economics, Professor, Chinese certified public accountant, enjoying the special government allowance of the State Council. He is now Bank Of Shanghai Co.Ltd(601229) independent director, chairman of Academic Committee of Shanghai University of Finance and economics, vice president of China Accounting Society, Shanghai Rural Commercial Bank Co.Ltd(601825) independent director, China Industrial Securities Co.Ltd(601377) independent director, Cofco Capital Holdings Co.Ltd(002423) independent director, etc. He once served as deputy director and director of the accounting department of Shanghai University of Finance and economics, assistant to the president of Shanghai University of Finance and economics, vice president of Shanghai University of Finance and economics, Shenergy Company Limited(600642) independent director, Shanghai Pudong Development Bank Co.Ltd(600000) independent director, independent director of Shanghai Shanghai Foreign Service Holding Group Co.Ltd(600662) Co., Ltd., member of the Accounting Standards Committee of the Ministry of finance, and member of the National Steering Committee for graduate education with a degree in business administration, Member of the discipline review group (Business Administration Discipline) of the Academic Degrees Committee of the State Council and member of the accounting standards strategy committee of the Ministry of finance.
Xiao Wei: male, born in December 1960, graduated from the law department of the Graduate School of the Chinese Academy of Social Sciences, majoring in international economic law, master of law, and master of law of Columbia University. At present, he is Bank Of Shanghai Co.Ltd(601229) independent director, deputy secretary of the Party committee, founding partner and member of the Management Committee of JUNHE law firm, legal adviser to the state owned assets supervision and Administration Commission of the State Council, adviser to the Ministry of industry and information technology of the people’s Republic of China, member of the legal expert database of Beijing Municipal Party committee, etc. He once served as director and lawyer of Hainan Office of China legal affairs center, member of the 4th and 5th issuance Review Committee of China Securities Regulatory Commission, member of the major restructuring Review Committee of listed companies of China Securities Regulatory Commission, second director of China Overseas Friendship Association, Shenzhen Guangju Energy Co.Ltd(000096) independent director, independent director of China Europe Fund Management Co., Ltd., independent director of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd., Yantai Changyu Pioneer Wine Company Limited(000869) independent director, Independent director of Wuhan Iron and Steel Co., Ltd. Hua Xia Bank Co.Limited(600015) independent director, director of China International Law Society, arbitrator of Beijing Arbitration Commission, financial arbitrator of China International Economic and Trade Arbitration Commission, etc.
Xue Yunkui: male, born in February 1964, graduated from Southwest University, doctoral candidate, postdoctoral professor of accounting of Shanghai University of Finance and economics, and Chinese certified public accountant. He is now Bank Of Shanghai Co.Ltd(601229) independent director, accounting professor of Changjiang business school, Midea Group Co.Ltd(000333) independent director, independent director of Zhuhai Wanda Business Management Group Co., Ltd., independent director of ouyeyun Business Co., Ltd., independent director of Haichuang Pharmaceutical Co., Ltd. He once served as the vice president and doctoral supervisor of the school of accounting of Shanghai University of Finance and economics, the vice president of Shanghai National School of accounting, the vice president of Changjiang business school, the Secretary General of the Chinese accounting professor’s board, the vice chairman of the Teaching Steering Committee of the National School of accounting of the Ministry of finance, Shanghai Shentong Metro Co.Ltd(600834) independent director, the independent director of Chongqing Wuxi Taiji Industry Limited Corporation(600667) (Group) Co., Ltd., and Shanghai Baosight Software Co.Ltd(600845) independent director.
Gong Fangxiong: male, born in February 1964, graduated from Wharton School of business, University of Pennsylvania, majoring in financial economics, with a doctor’s degree. He is now Bank Of Shanghai Co.Ltd(601229) independent director, chairman of first Qianhai Finance Co., Ltd., director of Qianhai Kaiyuan Fund Management Co., Ltd., and independent director of Jiufu Digital Technology Group Co., Ltd. He used to be an economist of the Federal Reserve Bank of New York, chief strategist of Bank of America, CO head of global currency and interest rate market strategy department, head of China Research Department, chief market strategist, chief economist of Greater China and co head of Asia emerging market investment strategy of JPMorgan, managing director of Asia Pacific of JPMorgan Chairman of China General Corporation / enterprise investment and financing, vice chairman of JPMorgan Chase China investment bank, managing director of JPMorgan Chase Asia Pacific region and chairman of China investment bank.
2、 Performance of independent directors in 2021
(I) attendance of independent directors
In 2021, the company held three general meetings of shareholders, deliberated and approved 13 proposals and listened to 2 reports.
The board of directors held 9 meetings (including 6 on-site meetings and 3 written signature meetings) to consider, listen to and review 113 topics and reports; Held 30 meetings of each special committee of the board of directors to consider, listen to and discuss 114 topics and reports.
In 2021, independent directors seriously participated in the meetings of the board of directors and relevant special committees, and attended more than two-thirds of the on-site meetings of the board of directors in person. There was no case that they did not attend the meetings of the board of directors in person for two consecutive times. The specific attendance at the meetings is as follows:
Attendance in person / attendance at meetings
There are special committees under the board of directors
Name of shareholder director related party transaction risk management and
Conference strategic control consumer rights audit nomination and Remuneration Committee Protection Committee
Li Zhengqiang 0 / 2 7 / 7 4 / 4 — 4 / 4
Yang Dehong 0 / 2 8 / 8 5 / 5 – 6 / 6 —
Sun Zheng 3 / 3 9 / 9 – 6 / 6 – 6 / 6 5 / 5
Xiao Wei 1 / 2 8 / 8 – 4 / 4 1 / 1 5 / 5-
Xue Yunkui 1 / 2 7 / 8 — 4 / 5 3 / 4
Gong Fangxiong 1 / 3 9 / 9 6 / 6 6 / 6 —
Note: 1. “Attendance in person” includes on-site attendance and participation in the meeting by video and telephone;
2. Except for the impact of the epidemic and special reasons, independent directors can participate in the general meeting of shareholders, the meeting of the board of directors and the meeting of the special committee of the board of directors; Some independent directors who are unable to attend the board meeting in person for some reason can carefully review the proposal and express their deliberation opinions before the meeting, and entrust other independent directors to attend the meeting and exercise their voting rights on their behalf in accordance with the articles of association.
(II) independent directors’ listening to reports, voting, expressing independent opinions, research and training in 2021, independent directors carefully reviewed all kinds of information provided by the company, carried out exchanges with senior managers, listened to special reports, and continued to have an in-depth understanding of the operation and management of the company. Actively participate in the meetings of the board of directors and special committees, carefully review the meeting materials and participate in the communication of proposals before the meeting, take the initiative to investigate and obtain the information and materials required for decision-making, carefully listen to the report at the meeting, participate in the discussion of proposals, make objective and prudent decisions, and vote in favor of the matters under consideration, without abstention or opposition, and without being unable to express opinions. In the process of performing their duties, independent directors put forward reasonable suggestions and opinions in combination with their own professional experience, thinking and judgment, and expressed objective and independent opinions on the company’s external guarantees, related party transactions, changes of directors, appointment and salary assessment of senior managers, profit distribution plan, employment of external audit institutions, internal control evaluation report, preferred stock dividend distribution plan and other matters, so as to provide scientific and Efficient decision-making plays an important role.
During the reporting period, the independent directors actually inspected the relevant major shareholder units of the bank and exchanged information on group management, operation and development. The independent directors actively participated in the training on corporate governance and the qualification of independent directors organized by the regulatory bodies, Shanghai Stock Exchange and the association of listed companies, as well as the training on new regulatory regulations, anti money laundering and anti terrorist financing organized by the company, so as to continuously deepen their understanding of their responsibilities and improve their ability to perform their duties.
(III) performance of independent directors supported by the company
The company continues to optimize the performance support of independent directors, provide necessary information and working conditions for independent directors to perform their duties, and protect the independent directors’ right to know. The company ensures that the independent directors can timely understand the regulatory policies, capital market and banking trends, as well as the operation and management of the company by preparing and sending the director’s newsletter, special information report and reporting major events regularly and irregularly; Organize independent directors to attend the annual / semi annual working meeting of the bank as nonvoting delegates, listen to special reports, etc. The company provides flexible and diverse Wuxi Online Offline Communication Information Technology Co.Ltd(300959) channels for independent directors to perform their duties, and maintains timely and smooth communication channels. Independent directors maintain daily contact and communication with the company through e-mail, telephone and other forms to understand the operation and management of the company without communication obstacles. At the same time, the company actively organizes independent directors to participate in training on duty performance and the latest regulatory provisions. The company has insured liability insurance for all independent directors to reduce the risks that may be caused by the normal performance of their duties.
3、 Key issues of independent directors’ performance in 2021
(I) related party transactions
The independent directors of the company attach importance to the management of related party transactions and carefully consider major related party transactions. Based on an independent and objective position and a prudent and responsible attitude, the independent directors issued a statement of prior approval and independent opinions on the company’s major related party transactions to ensure that the related party transactions comply with the internal approval procedures and the principle of fair pricing, and are in the overall interests of the bank and all shareholders.
(II) external guarantee and fund occupation
The independent directors of the company carefully checked the external guarantee in 2020 and issued special instructions and independent opinions. They believed that the guarantee business carried out by the company was approved by the people’s Bank of China and the Bank Of China Limited(601988) industry supervision and administration authority and was one of the routine businesses within the normal business scope of the bank. The business operates normally, and there are no other major guarantee matters that need to be disclosed except for the business.
(III) use of raised funds
All the funds raised by the convertible corporate bonds issued by the company are used to support the business development of the company. After the convertible bonds are converted into shares, they are used to supplement the core Tier-1 capital of the company in accordance with relevant regulatory requirements. There is no illegal use of the raised funds.
(IV) nomination and remuneration of senior managers
In 2021, the board of directors of the company deliberated and approved proposals on the appointment of senior managers, the implementation plan for further deepening the reform of professional managers’ salary system, the annual assessment results of senior managers and so on. The independent directors believed that the relevant proposals did not harm the interests of the company and minority shareholders, agreed to the appointment and remuneration of the company’s senior managers and expressed independent opinions.
(V) performance report, performance forecast and performance express
In 2021, the independent directors carefully reviewed the relevant performance reports, focusing on the authenticity, accuracy and completeness of the reports to ensure that there are no false records, misleading statements or major omissions.
(VI) appointment or replacement of accounting firms
The independent directors believe that the professional competence, investor protection ability, integrity and independence of the accounting firm employed by the company comply with the regulatory provisions, and the relevant decision-making procedures comply with the relevant laws and regulations and the articles of association. They agree to continue to employ Puhua Yongdao Zhongtian accounting firm (special general partnership) as the company’s 2021
